To,
The Members,
ATVO Enterprises Limited
(Formerly Known as Vandana Knitwear Limited)
Your directors are pleased to present the thirtieth (30th) Annual Report on
the business and operations of the Company together with the Audited Financial Statements
for the financial year ended 31st March 2025:
1. FINANCIAL PERFORMANCE
The financial results of your Company for the Financial Year ended 31st
March 2025 are summarized below
Particulars |
2024-25 |
2023-24 |
| Income from Business Operations |
444.80 |
371.47 |
| Other Income |
72.34 |
68.47 |
Total Turnover |
517.14 |
439.95 |
| Less: Expenditure except Depreciation |
501.12 |
425.51 |
Profit before Depreciation & Tax |
16.02 |
14.44 |
| Less: - Depreciation |
0.78 |
0.75 |
| Add: Exceptional Item |
- |
- |
Profit after depreciation and Interest |
15.24 |
13.68 |
| Less: - Current Income Tax (incl. earlier year tax) |
3.83 |
3.58 |
| Less: -Deferred Tax |
0 |
-0.02 |
Net Profit /Net Loss after Tax |
11.41 |
10.12 |
| Earnings per share (Basic-Weighted Average)-Based on Current year Net
profit |
0.01 |
0.00949 |
| Earnings per Share (Diluted-Weighted Average) -Based on Current year Net
profit |
0.01 |
0.00949 |
2. STATE OF COMPANY'S AFFAIRS:
During the year under review the company has generated total Income of Rs. 517.14 lakhs
as compared to previous financial year which was Rs.439.95 lakhs. The company has achieved
net profit of Rs.11.41 lakhs as compared to previous financial year which was Rs.10.12
Lakhs.
Particulars |
No of Shares |
Amount |
Authorized Share Capital |
|
|
| Equity Shares of Rs. 1/- each |
20,00,00,000 |
20,00,00,000 |
Issued. Subscribed and Paid-UD Share Capital |
|
|
| Equity Shares of Rs. 1/- each |
10,69,85,070 |
10,69,85,070 |
Increase in Authorized Share Capital of the Company:
During the Year, the Board of Directors of the company, increased the Authorized share
capital of the Company from Rs.12,00,00,000 (Rupees Twelve Crore) Equity Shares of Rs. 1/-
each to Rs. 20,00,00,000 (Rupees Twenty Crore) divided into 20,00,00,000 Equity Shares of
Rs. 1/- for the purposes of further issue of share capital required for new projects of
the company and consequently, Clause V of the Memorandum of Association of the Company
stands altered.
There was no change In the Paid-Up share capital of the Company during the financial
year 2024-2025. The Paid-up Share Capital of the Company 10,69, 85,070 divided into
10,69,85,070 Equity Shares of Rs. 1/- each.
The said increase in Authorized Share Capital was approved by the Board of Directors at
their meeting held on 28th October, 2024 and approved by the Shareholders of the Company
dated 17th December 2024.
Also, during the Financial Year 2024-25; there were
No Buy Back of Equity Shares.
No Employee Stock Option Plan was passed.
No Further public offers.
No Fresh Issue of Equity Shares by way of Bonus Allotment on Right Issue Basis
Depository System:
As the members are aware, the Company's Equity shares are compulsorily tradable in
electronic form. As on 31st March 2025, the total listed capital of the Company was
10,69,85,070 Equity Shares out of which 10,63,81,141 Equity Shares were held in
Dematerialized Form comprising 99.44% of Issued Capital.
The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate
that the transfer, except transmission and transposition, of securities shall be carried
out in dematerialized form only with effect from IstApril 2019. In view of the numerous
advantages offered by the Depository system as well as to avoid frauds, members holding
shares in physical mode are advised to avail themselves of the facility of
dematerialization from either of the depositories. The Company has, directly as well as
through its RTA, sent intimation to shareholders who are holding shares in physical form,
advising them to get the shares dematerialized.
4. DIVIDEND
Following the conservative approach to retain profits, your directors did not recommend
payment of any dividend for the financial year 2024-25.
5. TRANSFER TO RESERVE
The Board of Directors did not transfer any amount to reserve during the year ended on
March 31, 2025.
6. CHANGES IN PROMOTERS OF THE COMPANY
During the Financial Year 2024-2025, there is no change in the promoters of the
Company.
7. CHANGE IN NATURE OF BUSINESS ACTIVITY
The Board of Directors at its meeting held on 28th October, 2024, approved the
alteration of the Main Object Clause of the Memorandum of Association of the
Company. The said alteration was duly approved by the members of the Company at the Extra-Ordinary
General Meeting held on 17th December, 2024.
During the year under review, the Company has amended its object clause to add the
following new objects:
1) To carry on business as manufacturers, producers, processors, fabricators,
importers, exporters, traders, buyers, sellers, retailers, wholesalers, suppliers,
indenters, packers, movers, stockiest, agents, subagents, merchants, distributors,
consignors, jobbers, brokers, concessionaires or otherwise deal in all kinds of fuel
ethanol, and to deal in the by-products and joint products of fuel ethanol in India or
elsewhere in the world.
2) To carry on the business of manufacturers, producers, processors, millers,
preparators, dealers, exporters, importers of all varieties of pulses, paddy rice, bran,
wheat, wheat products and all other kinds and types of agricultural produce whether
commercial crops, food grains, oil seeds or otherwise, directly as principals or as agents
representatives, commission agents and with a view there to acquire, construct and erect
integrated pulses and paddy processing project with facilities to produce pulses, rice,
rice bran, oil, vanaspatti ghee, cattle feed, husk and all other products of backward and
forward integration and factory or factories for other products.
3) To undertakes commercial agricultural activities including raising of crops and
plantation and to process and manufacture all types of agro based products and to deal in,
trade, export and import such agricultural products including crops, vegetable and dairy
products.
4) To generate power by traditional and/or using, any latest technology for the captive
consumption and also to distribute, sell such surplus generation if necessary to outsiders
liquid, solid or gaseous, and petrochemicals of all kinds and to provide consultancy in
respect of all or any of the aforesaid Wholesale of solid, liquid and gaseous fuels and
related products.
5) To carry on the business of spinners, weavers, manufactures, producers, ginners,
pressures, packers, balers, liners, cleaners, processors, doublers, combers, woolcombers,
worsted spinners, woolenspinners, knitters, dyers, bleachers, calanderers, sellers,
buyers, traders, brokers, stockists, importers, traders, mercirisers, distributors,
barterers, shippers and dealers in waste threads, yarn fibres, fibres, suitings, shirting,
including wastecotton, sarees, all kinds of dress materials, readymade garments including
all fabrica linen, jute, hemp, wool, polyester, acrylics, silk, artificial silk, rayon,
manmade synthetic fibre, fibre, staple synthetic yarn any other fibrous material, allied
products by products and to treat and use any waste arising from any and manufacturing,
production, processes and to carry bon the business of manufacturers, processors, pro
jobbers, Including doing the job work for others for others and getting the job work done
from other designers, distributors, stockists, Importers, exporters, buyers. Sellers and
dealers of all of any of the products of fabrics and textiles, industrial fabrics, non
wovenfabrics, sheets, tapes, ropes, cords, twines, canvas, territowels, durries, newar,
parachutes, carpets, rugs, blankets, namdas/terapaulines, lines worsted stuff, and other
products, as are prepared of manufactured from nylon, polyesters, acrylics, rayon, silk,
artificial silk linen, cotton wool, foam and any other synthetic, artificial and natural
fibres and intermediates of all types, grades and formulations and including specifically
lasticsp, polyester fibres, polyacronitrile, polyvinyl acetate, polypropelene nylon and
rayon.
6) Deal in immovable properties such as land and buildings or otherwise and to
purchase, acquire, take on lease or in exchange or in any other lawful manner in India or
abroad any area, land including agriculture land, plot, and buildings, structures,
factories, farm houses and estates, real estates or interest therein and any rights over
or connected with them and to develop the same for sale on installments or otherwise, or
for any other purpose by preparing building sites and by constructing, altering,
improving, developing, promoting, decorating, furnishing, maintaining of heritage spots,
hotels, resorts, malls, plazas, shopping malls, farm houses, complexes, commercial and
residential buildings, colonization, multi storey off ices, multiplex, amusement park,
flats, gardens, houses, shops, showrooms and townships and to equip them or any part
thereof with all or any amentites or conveniences thereon and by consolidating or
connecting or subdividing properties and leasing or disposing of the same and to manage
such land and buildings and to carry on the business as colonizers, developers to act as
civil engineers, managers, advisers, consultants, planners, architects, designers,
buildings experts, promoters, contractors, subcontractors of government, semi government,
general contractors in the field of real estate in India or abroad and To carry on the
business of apply, acquire, maintain any type of civil construction work viz roads,
canells, dams, bridges, infrastructure items with any government or any authority, supreme
, municipal, local or otherwise or from private sector byway of bid or tender.
7) To carry on the business of manufacture, trade, buy, sell, import, export, agent,
distributor, C and F agent, processor, packer, consignor, contractor, turnkey contractor,
consultants, liasion, quarry and deal in all and every kind of building materials,
including gitty concrete, bajri, stones, cement, bricks, lime, titles, earthen, killin
owner, ceramic wares, wall coverings, mud articles, paper machine articles, stones,
cement, rodi, bajri.
8) To buy take on lease, sub lease or under licence, contract, concession, grant or
otherwise acquire mines and mining rights any land or other place and metalliferrous land
and interest therein and explore, work, export, develop for the purpose of mining and
minerals, minerals of economic, industrial importance in any part of the world.
9) To carry on the business as exporters, importers, buyers, purchase, sellers,
traders, distributors, stockiest, franchise commission agents and agents, for all type of
marketing and services, brokers, C and F agents, education, jewelry items, agency business
industrial and consumer goods, provisions and foodstuffs, ceramic and ceramic items,
glass, china wares, glass ware, porcelain wares, crockery wares, pottery, tableware, hotel
wares, glass wares, sanitary wares, sanitary systems, decorative wares, earth wares, earth
ware, cement glaze, tiles, FMCG, dry fruits, pharmaceutical, stationary, gift items,
handicraft paper and paper products, paintings, computers, ceramics, sanitary items,
medicine, books, optical items, readymade garments, woolen suits, men and women wear, kids
wear, textiles, fabrics, hosiery goods handicrafts, cotton, scarves, sarees, woolen items,
pillow cover, bed cover, fibers of textile material whether agriculture or animal or
natural products of manmade and other synthetic fibers and filaments and all kinds of
textile machines, textile substances, handloom and power loom products, carpet, floor
covering, furnishings, fabrics, durries all kinds of precious and semi-precious stones,
marbles, granites, glass, plywood, furniture, wood and wooden items, cement, steel, pipes,
gem and jewelers, curious, plastic and plastic products toys, leather and leather goods,
rice and other food grains and processed and preserved food, fresh food, plant seed dry
fruits, eatable, all kinds of edible and non-edible oils, oil seed and their products,
vegetables, vegetables products, dairy products, brewer, horticultural products, flowers,
marine products and sea food, tea, tobacco and tobacco products, all kinds of electrical
and electrical products, wires and cables, goods and appliances, engineering goods, auto
parts and machinery parts, software, hardware, all kinds of cosmetic and toiletries items,
all kind of shoe, chapels, ladies sandal, footwars, all kinds of iron, scalp salt and
chemicals.
10) To do and carry on the business In India and elsewhere as manufacturers Producers,
processors, formulators, Purchasers and sellers, exporters, and importers, merchants,
distributors, traders, marketing and dealing in chemicals and basic drugs, drug
intermediates, fine chemicals intermediates disinfectants, insecticides, pesticides,
germicides, deodorants, detergents, cosmetics, petrochemicals, Bio- chemicals preparations
and elements, agricultural chemicals, organic- inorganic chemical, dyes and dyes
intermediates varnishes, resins, essence, perfumes, plastic To spirit, sprays, alkalis,
acids and salts.
11) To carry on the business of buying, selling, reselling, importing, transporting,
Storing, developing, promoting, marketing or supplying, trading, dealing in any Manner
whatsoever in all type of goods on retail as well as on wholesale basis in India or
elsewhere. To Import and exports and manufacturing of all type of Items as Bicycle tyres
and tubes, solid tyres, bicycle parts, rims, bicycle chains, Saddles, rubber solutions,
rubber of all kinds and all rubber products, motorcycle Tyres and tubes, motor cycles
parts, off highway tyres and tubes, Agricultural tyres, ATV tyres, lawn and mining tyres,
passengers Vehicle tyres and tubes, truck tyres and tubes, radial tyres of all kinds,
Nylon cord, steel wires. Rubber chemicals, import and export of all machines, equipment
for any industry.
12) To construct, build, establish, erect, promote, undertake, acquire, own, operate,
transport, equip, manage, renovate, reconstruct, develop, set up, turn to account,
maintain, keep, operate and run multiple food processing units for manufacturing,
processing, preparing, preserving, refining, buying, selling and otherwise dealing in any
manner in all type of food and food related products including cereals, spices, masala,
beverages, dairy products, milk products, convenience foods and processed foods of all
kind and every description and providing incidental and ancillary services in relation
thereto, and to act as buyer, seller, stockiest, distributors, importer, exporter, or
otherwise to deal in all sorts of food grains, commodities, vegetables, fruits, edibles,
vegetarian and non-vegetarian food products and similar goods and to establish, promote,
develop, manage multiple brands, trade name and trademarks in relation to the business of
the Company for dealing in food articles, food products, fast moving consumer goods and
other consumer products and for such purpose to act as a brand owner, licensee,
franchisee, representative or distributor and/ or otherwise.
During the year under review, the Board of Directors of the Company, at its meeting
held on 28th October, 2024 approved the adoption of a new set of Articles of Association
of the Company in conformity with the provisions of the Companies Act, 2013, in place of
the existing Articles of Association which were based on the erstwhile Indian Companies
Act, 1956.
Further, the Board of Directors of the Company, at its meeting held on 28th October,
2024, approved the adoption of a new set of Memorandum of Association of the Company in
conformity with the provisions of the Companies Act, 2013, in place of the existing
Memorandum of Association which was based on the erstwhile Indian Companies Act, 1956.
Subsequently, the shareholders of the Company, at the Extra-Ordinary General Meeting
held on 17th December, 2024, approved the adoption of the aforesaid new Memorandum of
Association and Articles of Association. Accordingly, the existing Memorandum of
Association and Articles of Association of the Company have been replaced with new sets
aligned with the requirements of the Companies Act, 2013.
8. CHANGE IN NAME
The Company has changed its name from "Vandana Knitwear Limited" to "ATVO
Enterprises Limited" pursuant to the special resolution passed by the
shareholders of the Company held on 17th December, 2024. The change in name was
approved by the Registrar of Companies, by issuing a new Certificate of Incorporation
dated 26th March 2025.
9. CORPORATE SOCIAL RESPONSIBILTY
The Provision of Section 135 of the Companies Act, 2013 are not applicable to the
Company.
10, INFORMATION ABOUT SUBSIDIARY/ JV/ASSOCIATE COMPANY
As on 31st March, 2025, The Company does not have any Subsidiary, Joint
venture or Associate Company and the provisions regarding disclosure of names of companies
which ceased to be the subsidiary, joint ventures or associate companies are not
applicable.
11. LISTING WITH STOCK EXCHANGE
The Equity Shares of the Company are listed on BSE (Bombay Stock Exchange) Limited. The
Listing fee for the financial year 2025-2026 has been paid by the Company.
12. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
There are changes in the Directorship of the Company since the last Annual General
meeting.
As on March 31, 2025, The Board of Directors of the Company comprises of following Five
(5) Directors:
Sr. Name No |
DIN |
Date of Appointment |
Designation |
| 1. NARESH KUMAR GATTANI |
00125231 |
29/03/2021 |
Managing Director |
| 2. CHARUL GATTANI |
09796702 |
25/05/2023 |
Executive Director |
|
|
|
and NonIndependent Director |
| 3. CHITRA NARANIWAL |
09077116 |
25/05/2023 |
Non-Executive Independent Director |
| 4. ARPITJAIN |
10166012 |
25/05/2023 |
Non-Executive Independent Director |
| 5. SIDDHARTHJAIN |
10164421 |
25/05/2023 |
Non-Executive Independent Director |
| During the Year under review, following persons are key managerial
personnel of the company. |
|
| Mr. Naresh Kumar Gattani |
: Chairman & Managing Director |
| Mr. Archit Patodi |
: CFO |
| Ms. Kirti Agarwal |
: Company Secretary & Compliance Officer |
Resignations/Retirements along with facts of resignation:
1. During the Year, Mrs. Rajana Gattani resigned from the post of Non-Executive
Non-Independent Director as on 17.05.2024 due to pursue other career opportunities.
2. Resignation of Mrs. Charul Gattani (DIN- 09796702) from the post of Executive
Director from the Board of the Company with effect from the closure of business hours on
August 30th, 2025 (After the financial year ended but before reporting period)
Retire by rotation and Re-appointments:
Pursuant to Section 149(13) of the Companies Act, 2013, the independent directors are
not liable to retire by rotation. Further Section 152(6) of the Companies Act, 2013
stipulates that 2/3rd of the total number of directors of the public company should be
liable to retire by rotation and out of such directors, l/3rd should retire by rotation at
every Annual General Meeting of the company.
Pursuant to the provisions of Section 152 of the Companies Act, 2013, the Board states
that during the year under review, one Director resigned from the Board and two Directors
were appointed as Additional Directors. The Additional Directors hold office up to the
ensuing Annual General Meeting and are not considered for the purpose of retirement by
rotation.
Further, as per the terms of appointment, the Managing Director of the Company is not
liable to retire by rotation.
Accordingly, none of the Directors are liable to retire by rotation at the ensuing
Annual General Meeting.
Re- Appointment of Chairman & Managing Director
Subject to consent of Members, Mr. Naresh Kumar Gattani was appointed as Chairman &
Managing Director of the Company for a tenure of 3 (three) years w.e.f. 29.03.2026. As
such, your directors recommend his appointment at the said designation on such terms and
conditions as furnished in Explanatory Statement annexed to the Notice calling AGM.
Appointment as an Additional Director (After the financial year ended but before
reporting period)
The Board of Directors on the recommendation of Nomination and remuneration Committee,
appointed Mr. Siddharth Gattani (DIN: 07418858) and Mr. Shorya Gattani (DIN: 06597345) as
an Additional Director (Executive Non-Independent) of the Company, with effect from August
30, 2025.
No other changes have taken place in composition of Board of Directors and Key
Managerial Personnel of the Company during the year under review.
15. KYC OF DIRECTORS
The MCA as per Rule 12A of Companies (Appointment and Qualification of Directors)
Rules, 2014, mandated Director KYC (DIR-3 KYC) / (Web KYC) who has been allotted a
Director Identification Number (DIN) and whose DIN status is approved on the Ministry of
Corporate Affairs within specified time period.
All the Directors of the Company have complied with said requirement.
16. AUDITORS
STATUTORY AUDITORS
M/s S. N. Kabra and Co., Chartered Accountants (Proprietor CA Satyanarayan Kabra
-Membership Number - 072497) had resigned as the Statutory Auditors effective September
05, 2024. The resultant casual vacancy had been filled by the board of directors by
appointing M/s. Naresh Maheshwari & Co., Chartered Accountants (Firm Registration
No.007113C), as the Statutory Auditors, to hold office up to the conclusion of the 34th
Annual General Meeting of the Company. The shareholders of the Company at the 29th Annual
General Meeting held on 28th September 2024, have appointed M/s. Naresh
Maheshwari & Co., Chartered Accountants (Firm Registration No.007113C) as the
Statutory Auditors for a term of 5 (five) consecutive years, from the conclusion of 29th
Annual General Meeting till the conclusion of 34th Annual General Meeting.
Accordingly, they have conduced Statutory Audit for the 2024-2025 and shall continue to
be Statutory Auditors for the financial year 2025-2026. They have confirmed their
eligibility to continue as Statutory Auditors of the Company for the financial year
2025-2026 under Section 141 of the Companies Act, 2013 and rules framed there under.
The Audit Report on the Financial Statements for the Financial Year ended on 31st
March, 2025, issued by M/s. Naresh Maheshwari & Co., Chartered Accountants, is
unmodified and do not contain any qualifications, reservations or adverse remarks. The
information referred in Auditor's Report are self-explanatory and hence do not require any
further clarification.
SECRETARIAL AUDITOR
The Board of Directors had appointed Mr. Suhas Bhattbhatt (Membership No. A11975),
Practicing Company Secretary, to conduct the secretarial audit of the Company for the
Financial Year 2024-25 In consonance with the requirements of Section 204 of the Companies
Act, 2013 and rules made there under.
Accordingly, they have conducted Secretarial Audit for the financial year 2024-2025 and
A Secretarial Audit Report issued by Mr. Suhas Bhattbhatt, Practicing Company Secretary,
for the financial year ended 31st March, 2025 in form MR-3, is given as an
Annexure to this Report.
Pursuant to provisions of Regulation 24A of Listing Regulations the Secretarial
Auditors have also issued Annual Secretarial Compliance Report for the F.Y. 2024-25.
M/s S. Bhattbhatt & Co., Company Secretaries, were appointed as the Secretarial
Auditor of the Company for the financial year 2024-25. Their tenure has come to an end at
the conclusion of the said financial year and they are not proposed to be re-appointed.
Pursuant to Provisions of section 204 of the Companies Act, 2013 and Regulation 24A of
the Listing Regulations the Board of Directors, on recommendation of Audit Committee, at
their meeting held on 21.05.2025 has recommended appointment of M/s R K Jain &
Associates, Practicing Company Secretaries (Membership No. FCS 4584; CP No. 5866 Peer
Review Certificate No. 1361/2021, valid up to 31.07.2026) as Secretarial Auditors of the
Company for first term of consecutive five years commencing from the Financial Year
2025-26 to Financial Year 2029-30 subject to approval of shareholders at the ensuing AGM.
The Company has received their written consent that the appointment is in accordance with
the applicable provisions of the Companies Act, 2013 and rules framed thereunder.
INTERNAL AUDITOR
Pursuant to Section 138 of the Companies Act, 2013 read with The Companies (Accounts)
Rules 2014, the Board of Director at its meeting held on 215' May, 2025, has
appointed Mr. Vivek Agnihotri as the internal auditors of the Company to undertake the
Internal Audit of the Company for FY 2025-26. The role of internal auditors includes but
not limited to review of internal audit observations and monitoring of implementation of
corrective actions required, reviewing of various policies and ensure its proper
implementation. The Company has received their written consent that the appointment is in
accordance with the applicable provisions of the Companies Act, 2013 and rules framed
thereunder.
The observations and suggestions of the Internal Auditors were reviewed, and necessary
corrective/ preventive actions were taken in consultation with the Audit Committee. The
Internal Auditor conducts the internal audit of the functions and operations of the
Company and reports to the Audit Committee and Board from time to time.
COST AUDITOR
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014, cost audit and maintenance of cost records is not
applicable to the Company for the Financial Year 202425. Therefore, requirement of cost
auditor is not applicable.
17. MANAGEMENT DISCUSSIONS & ANALYSIS
Your directors adhere to the requirements set out In Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosures Requirements) Regulation, 2015, and have implemented
all the prescribed requirements. In pursuant to Regulation 34(3) of the SEBI (Listing
Obligations and Disclosures Requirements) Regulation, 2015, the Report on Management
Discussions & Analysis has been incorporated in the Annual Report and forms an
integral part of the Directors' Report and provides overview of the business and
operations of the Company.
16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the financial year, no significant and material orders were passed by the
Regulators or Courts or Tribunals impacting the going concern status and future operations
of the Company.
17. RELATED PARTY TRANSACTIONS
All the related party transactions that were entered during the financial year are done
on arm's length basis. Relevant Form for disclosure of particulars of
contracts/arrangements entered into by the company with related parties referred to in
sub-section (1) of section 188 of the Companies Act, 2013 is given in Annexure-B to this
Report.
In accordance with the provisions of Section 188 of the Act and rules made thereunder,
all the contracts/arrangements/transactions entered into by the Company during the year
under review with Related Parties were on an arm's length basis and in the ordinary course
of business. All related party transactions were approved by the Audit Committee as per
the provisions of the Act and the listing regulations. The policy on related party
transactions is available on the Company's website.
During the period under review, the Company had not entered into any contract /
arrangement / transaction with related parties which could be considered material in
accordance with the Policy on Materiality of and Dealing with Related Party Transactions.
The details of the Related Party Transactions are set out in the Notes to Financial
Statements forming part of this Annual Report. During the year under review, there are no
material significant related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons and their relatives which
may have a potential conflict with the interest of the Company at large. Also, the Company
has a process in place to periodically review and monitor Related Party Transactions.
There were no transactions requiring disclosure under Section 134(3)(h) of the Act.
The Policy on Related Party transactions is available at the website of the Company
under the link
http://www.vandanaknitwear.com/downloads/policv-on-dealing-with-related-partv-transactions-
amended.pdf
18. DEPOSITS
During the year under review, your Company has not accepted/renewed any public deposits
under Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014 and
as such, no amount of principal or interest was outstanding as of the Balance Sheet date.
19. CORPORATE GOVERNANCE
Provisions relating to Corporate Governance Report under Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are applicable to the Company.
The Company is committed to maintain the high standards of Corporate Governance and
adhere to the requirements set out in Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements),2015. Pursuant to regulation 34(3) of the SEBI (Listing
Obligations and Disclosure Requirements), 2015, the Reports on Corporate Governance have
been incorporated in the Annual Report and form an integral part of the Board's Report.
Certificate from Statutory Auditors i.e. M/s. Naresh Maheshwari & Co., Chartered
Accountants (Firm Registration No.007113C), regarding compliance of the conditions of the
Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure
Requirements),2015 form part of Annual Report. That section also include: Details about
the number of meetings of the Board held during 2024-25, composition of the Audit
Committee. All the recommendations given by the Audit Committee were accepted by the Board
The Company also filed with the Stock Exchanges, the quarterly Integrated Report on
Corporate Governance in terms of the SEBI Listing Regulations.
20. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO
The requisite information with regard to conservation of energy, technology absorption
and foreign exchange Earnings and outgo, in terms of the Section 134(3)(m) of the
Companies Act, 2013, read with Companies (Accounts) Rules, 2014 is given below:
Conservation of Energy |
Remarks |
| 1. the steps taken or impact on conservation of energy |
Nil |
| 2. the steps taken by the company for utilizing alternate sources of
energy |
Nil |
| 3. the capital investment on energy conservation equipment |
Nil |
S No. Technology absorption |
Remarks |
| 1. the efforts made towards technology absorption |
Nil |
| 2. the benefits derived like product improvement, cost reduction, product
NIL development or import substitution |
Nil |
| 3. in case of imported technology (imported during the last three years
reckoned from the beginning of the financial year) |
Nil |
| 4. the details of technology imported |
Nil |
| 5. the year of import |
Nil |
| 6. whether the technology been fully absorbed |
Nil |
| 7. if not fully absorbed, areas where absorption has not taken place, NIL
and the reasons thereof; and |
Nil |
| 8. the expenditure incurred on Research and Development |
Nil |
Foreign exchange earnings and Outgo |
Remarks |
| 1. The Foreign Exchange earned in terms of actual inflows during the year |
Nil |
| 2. The Foreign Exchange outgo during the year in terms of actual outflows |
Nil |
Further, there were no foreign exchange earnings and outgo during the year under
review.
21. MEETINGS OF THE BOARD
The Board met 8 (Eight) times during the financial year 2024-25 i.e., on 10.04.2024,
17.05.2024, 08.06.2024, 05.08.2024, 05.09.2024, 28.10.2024, 25.11.2024 and 23.01.2025. The
necessary quorum was present for all the meetings. The details of number of Board Meetings
and the attendance of the Directors are provided in the Corporate Governance Report
forming part of the Board's Report. The maximum interval between any two meetings did not
exceed 120 days (as prescribed under the Companies Act, 2013, Listing Regulations and
Secretarial Standards-1 issued by the Institute of Company Secretaries of India (ICSI).)
Board Meetings |
|
Attendance |
|
Date of Meeting |
Total Number of directors as on the date of meeting |
Number of directors attended |
% of attendance |
10.04.2024 |
6 |
6 |
100 |
17.05.2024 |
6 |
6 |
100 |
08.06.2024 |
5 |
5 |
100 |
05.08.2024 |
5 |
5 |
100 |
05.09.2024 |
5 |
5 |
100 |
28.10.2024 |
5 |
5 |
100 |
25.11.2024 |
5 |
5 |
100 |
23.01.2025 |
5 |
5 |
100 |
During the year under review, the Company convened its 29th Annual
General Meeting (AGM) on Saturday, 28th September, 2024. In addition to the AGM, an Extra-Ordinary
General Meeting (EGM) of the members was held on December 17, 2024 for transacting
special business as set out in the notice convening the said meeting.
Further, details of the meetings of the Board and its Committees are given in the
Corporate Governance Report, which forms part of the Annual Report.
Further, during the year, a separate meeting of the Independent Directors of the
Company was held on March 27, 2025 to discuss and review the performance of all other non-
independent Directors, Chairperson of the Company and the Board as a whole and for
reviewing and assessing the matters as prescribed under Schedule IV of the Companies Act,
2013 and under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
22. DIRECTORS' RESPONSIBILITY STATEMENT
The Directors would like to inform the Members that the Audited Accounts for the
financial year ended March 31, 2025, are in full conformity with the requirement of the
Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors (M/s
Naresh Maheshwari & Co., FRN: 007113C). The Board of Directors of the Company hereby
state and confirm that:
Pursuant to Section 134(5) sub section 3 (c) of the Companies Act, 2013,
i. in the preparation of the annual accounts for the year ended March 31, 2025, the
applicable accounting standards have been followed along with proper explanation relating
to material departures;
ii. the directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
iii. the directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities;
iv. the directors have prepared the annual accounts on a going concern basis;
v. the directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; and
vi. The directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
23. HUMAN RESOURCE DEVELOPMENT
During the period under review, the personal and industrial relations with the
employees remained cordial in all respects. Your Company consider its Human Resources as
the key to achieve its objective. Keeping this in view, your Company take utmost care to
attract and retain quality employees. The Company believes that, by effectively managing
and developing human resources, it can achieve its vision, a significant effort has been
undertaken to develop leadership as well as technical/ functional capabilities in order to
meet future talent requirement.
Information as per Rule 5(1) of Chapter XIII, The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is shown in Corporate Governance
Section.
During the year, there was No employee receiving remuneration exceeding Rs.
1,02,00,000/- (Rupees One Crore Two Lakhs only) per annum and/or Rs. 8,50,000/- (Rupees
Eight Lakhs Fifty Thousand only) per month. So, no disclosure required as per prescribed
under the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014
There were no employees posted and working in a country outside India, not being
Directors or relatives, drawing more than the amount prescribed under the Rule 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, the
details are not required to be circulated to the Members and also not required to be
attached to this Annual Report.
24. BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance,
Board committees and Individual Directors pursuant to the provisions of the Act and the
Corporate Governance requirements as prescribed by Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing
Regulations").
The performance of the Board was evaluated by the Board after seeking inputs from all
the Directors on the basis of the criteria such as the Board composition and structure,
effectiveness of Board processes, information and functioning, conduct as per Company
values & beliefs, contribution towards development of the strategy & business
plan, risk management, receipt of regular inputs and information, codes & policies for
strengthening governance, functioning, performance & structure of Board Committees,
skill set, knowledge & expertise of Directors, preparation & contribution at Board
meetings, leadership, etc. The performance evaluation of the respective Committees and
that of Directors was done by the Board excluding the Director being evaluated.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the
performance of the Individual Directors on the basis of the criteria such as the
contribution of the individual Director to the Board and Committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects
of his role.
In a separate meeting of independent Directors, performance of non-independent
directors, performance of the Board as a whole and performance of the Chairman was
evaluated, taking into account the views of Executive Directors and Non-executive
Directors. The same was discussed in the board meeting that followed the meeting of the
Independent Directors, at which the performance of the Board, its committees and
individual Directors was also discussed. Performance evaluation of independent directors
was done by the entire board, excluding the Independent Director being evaluated. The
evaluation process has been explained in the corporate governance report section in this
Annual Report.
25. DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have given their declaration to the Company stating their
independence pursuant to Section 149(6) of the Companies Act, 2013 and complied with the
code for Independent Directors prescribed in schedule IV of the Companies Act, 2013 and
Regulation 16(l)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. They have further declared that they are not debarred or disqualified from being
appointed or continuing as directors of companies by the SEBI /Ministry of Corporate
Affairs or any such statutory authority. In the opinion of Board, all the Independent
Directors are persons of integrity and possess relevant expertise and experience including
the proficiency. All Independent directors of the company are registered on IICA
Independent Director database. Further, Independent Directors fulfill the conditions of
appointment as specified in the SEBI (Listing Regulations) and in the Companies Act, 2013
and are Independent of the Management.
26. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS:
As required under Regulation 46(2) (i) of the Listing Regulations, the Company has put
in place a familiarization program for the Independent Directors to familiarize them with
their role, rights and responsibilities as Directors, the working of the Company, nature
of the industry in which the Company operates, business model etc, the details of
familiarization programs conducted during the Financial Year is placed on the Company's
website and the same can be accessed at www.vandanaknitwear.com.
27. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The Nomination and Remuneration Committee has laid down the criteria for Directors
appointment and remuneration including criteria for determining qualification, positive
attributes and independence of a Director. The following attributes/criteria for selection
have been laid by the Board on the recommendation of the Committee:
• the candidate should possess the positive attributes such as leadership,
entrepreneurship, business advisor or such other attributes which in the opinion of the
Committee are in the interest of the Company;
• the candidate should be free from any disqualification as provided under
Sections 164 and 167 of the Companies Act, 2013;
• the candidate should meet the conditions of being independent as stipulated
under the Companies Act, 2013 and Listing Agreement entered into with Stock Exchanges, in
case of appointment as an independent director; and
• the candidate should possess appropriate educational qualification, skills,
experience and knowledge in one or more fields of finance, law, management, sales,
marketing, administration, corporate governance, technical operations, infrastructure or
such other areas or disciplines which are relevant for the Company's business.
The Policy of the Company on Directors' appointment and remuneration including criteria
for determining
qualifications, positive attributes, independence of a Director and other matters
provided under sub-section
(3) of section 178, is appended as Annexure - A to this Report. The Policy has been
posted on the website of
the Company http://www.vandanaknitwear.com/investor-relations.asp.
28. COMMITTEES OF THE BOARD
AUDIT COMMITTEE:
Your Company has a duly constituted Audit Committee, its composition as well as charter
are in line with the requirements of the Companies Act, 2013 read with the rules made
thereunder and Regulation 18 of the SEBI (Listing Obligation & Disclosure
Requirements) Regulations, 2015. The Audit Committee of the Company comprises of Mrs.
Chitra Naraniwal (Chairperson), Mr. Arpit Jain 8t Mr. Siddharth Jain as Members.The
details relating to the same are given in Corporate Governance Report forming part of the
Annual Report. During the year under review, all the recommendations made by the Audit
Committee were accepted by the Board.
NOMINATION 8. REMUNERATION COMMITTEE ("NRC")
Pursuant to provisions of Companies Act, 2013 read with the rules made thereunder and
Regulation 19 of the listing regulations, the Company has duly constituted Nomination and
Remuneration Committee. The details relating to the same are given in Corporate Governance
Report forming part of this Annual Report.
The Nomination and Remuneration Committee of the Company comprises of Mr. Arpit Jain
(Chairperson), Mrs. Chitra Naraniwal and Mr. Siddharth Jain as Members
The Committee identifies persons qualified to become Directors, and recommends to the
Board the appointment, remuneration and removal of the Directors and senior management.
The Committee's role also includes formulation of criteria for evaluation of performance
of the Directors & the Board as a whole, and administration of the Employee Stock
Option Schemes of the Company. All the recommendations made by the Nomination and
Remuneration Committee during the year were accepted by the Board.
Stakeholder's Relationship Committee
The Stakeholders' Relationship Committee of the Company is constituted in line with the
provisions of section 178 of the Companies Act, 2013 to be read with Regulation 20 of the
SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Stakeholders'
Relationship Committee of the Company comprises of Mr. Siddharth Jain (Chairperson), Mrs.
Chitra Naraniwal & Mr. Arpit Jain as Members.
The details with respect to the composition, powers, roles, terms of reference, number
of meetings held, attendance at the meetings etc. of Statutory Committees are given in
detail in the Corporate Governance Report.
29. MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:
During the Financial year below mentioned material Changes were made:
a) The Company's Name was changed from Vandana Knitwear Limited to ATVO Enterprises
Limited.
b) Change in main Business Activity carried out by the Company as set out in point
Change in the nature of Business of the Company.
30. ENVIRONMENT AND POLLUTION CONTROL:
The terms relating to compliance with all relevant statutes relating to the environment
and pollution control in the area of environment are not applicable.
31. RISK MANAGEMENT POLICY
The Company has framed a sound Internal Risk Management System to identify and evaluate
business risks and opportunities and the same has become integral part of Company's Day to
day operations. The key business risks identified by the Company are as follows viz.
Industry Risk, Management and Operations Risk, Market Risk, Government Policy risk,
Liquidity risk, and Systems risk. The Company has in place adequate mitigation plans for
the aforesaid risks. The Audit Committee and Board are supervising the proper risk
identification and mitigation process.
Risk Management is the process of identification, assessment and prioritization of
risks followed by coordinated efforts to minimize, monitor and mitigate/control the
probability and/or impact of unfortunate events or to maximize the realization of
opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization
Procedure which is reviewed by the Board from time to time. These procedures are reviewed
to ensure that executive management controls risk through means of a properly defined
framework. The major risks have been identified by the Company and its mitigation
process/measures have been formulated in the areas such as business, project execution, dg
event, financial, human, environment and statutory compliance.
The Company has adopted a Risk Management Policy with the objective of ensuring
sustainable business growth with stability and to promote a pro-active approach in
reporting, evaluating and resolving risks associated with the business. The detailed Risk
Management framework has been provided in the Management Discussion and Analysis Report of
the Company which is integral part of the Annual Report The Policy is available under the
linkhttp://www.vandanaknitwear.com/downloads/risk-assessment-and- management-policy.pdf.
32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
Your Company has always believed in providing a safe and harassment free workplace for
every individual working in its premises through various interventions and practices. The
Company always endeavors to create and provide an environment that is free from
discrimination and harassment including sexual harassment.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013(" POSH Act"). Internal Complaints Committee (ICC) has been
set up to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this policy.
During the financial year under review, the Company has complied with all the
provisions of the POSH Act and the rules framed thereunder. Further details are as follow:
| in the Year |
|
| b Number of Complaints disposed off during the year |
Nil |
| c Number of cases pending for more than ninety days |
Nil |
33. MATERNITY BENEFIT:
The Company declares that it has duly complied with the provisions of the Maternity
Benefit Act, 1961. All eligible women employees have been extended the statutory benefits
prescribed under the Act, including paid maternity leave, continuity of salary and service
during the leave period, and post-maternity support such as nursing breaks and flexible
return-to-work options, as applicable. The Company remains committed to fostering an
inclusive and supportive work environment that upholds the rights and welfare of its women
employees in accordance with applicable laws.
34. EMPLOYEE REMUNERATION:
(A) None of the employees of the company was in receipt of the remuneration exceeding
the limits prescribed u/s 197 (12) read with rule 5, sub-rule 2 of The Companies
(Appointment and Remuneration of Managerial Personnel) of the Companies Act, 2013 during
the year under review.
Further, disclosures pertaining to remuneration and other details as required under
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is also given under Annexure -C & D
(B) The ratio of the remuneration of each director to the median employee's
remuneration and other details in terms of sub-section 12 of Section 197 of the Companies
Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are forming part of this report.
35. LOANS GUARANTEES OR INVESTMENTS
During the year under review, the Company has not given any Loan, Guarantee or provided
Security In connection with a loan nor has made any investment under the section 186 of
the Companies Act, 2013.
36. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
Your Company has sound and adequate internal control systems commensurate with its size
and nature of business. We constantly upgrade our systems for incremental improvements.
The Audit Committee of the Board periodically reviews these systems. These systems ensure
protection of assets and proper recording of transactions and timely reporting. Internal
audit is conducted out by an independent professional firm on regular basis. The Audit
Committee also regularly reviews the periodic reports of the Statutory Auditors, Internal
Auditors and Accounts departments. The Company has trained the staff in order to upgrade
with the recent changes in the taxation like GST. Audit Committee constantly tries to add
value by evaluating existing systems.
The Audit Committee has satisfied itself on the adequacy and effectiveness of the
internal financial control systems laid down by the management. The Statutory Auditors
have confirmed the adequacy of the internal financial control systems over financial
reporting.
The details in respect of internal financial control and their adequacy are included in
the Management discussion and Analysis, forming part of this annual report AT VO
Enterprises Limited
(Formerly Known as Vandana Knitwear Limited)
37. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
As per Section 177(9) of the Companies Act, 2013, your Company has formulated an
effective Vigil Mechanism which provides a robust framework for dealing with genuine
concerns & grievances. Specifically, employees can raise concerns regarding any
discrimination, harassment, victimization, any other unfair practice being adopted against
them or any instances of fraud by or against your Company. During the Financial Year under
review no complaint was received by the Company.
The whistle blower policy of the company is available on company's website
www.vandanaknitwear.com. In pursuance of the provisions of section 177(9) & (10) of
the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine
concerns has been established. During the year under review, no protected disclosure
concerning any reportable matter in accordance with the Vigil Mechanism and Whistle Blower
Policy of the Company was received by the Company.
38. ANNUAL RETURN
As required under Section 134(3)(a) of the Act, the Annual Return for the financial
year ended on 31st March 2025 in Form MGT-7 pursuant to section 92(3) of the Companies
Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is
put on the Company's website and can be accessed at
http://vandanaknitwear.com/investor-relations.asp.
39. CODE OF CONDUCT:
The Board has laid down a code of conduct for board members and senior management
personnel of the Company. The code incorporates the duties of independent directors as
laid down in the Companies Act, 2013. The Board members and senior management personnel
have affirmed compliance with the said code of conduct. A declaration in this regard
signed by the Managing Director is given at the end of the Corporate Governance Report.
40. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meetings and General Meetings and approved by the Central
Government under section 118(10) of the Companies Act, 2013.
41. CASH FLOW ANALYSIS:
In conformity with the clauses of the Listing Regulations, the Cash Flow Statement for
the year ended March 31, 2025 is annexed hereto.
42. DETAILS OF APPLICATION MADE OR PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE,
2016:
During the year under review, there were no applications made or proceedings pending in
the name of the Company under the Insolvency and Bankruptcy Code, 2016.
43. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time Settlement of loans taken from
Banks and Financial Institutions.
44. PREVENTION OF INSIDER TRADING:
The Board has adopted a revised Code of Prevention of Insider Trading based on the SEBI
(Prohibition of Insider Trading) Regulations, 2015. All the Directors, senior management
employees and other employees who have access to the unpublished price sensitive
information of the Company are governed by this code. During the year under Report, there
has been due compliance with the said code of conduct for prevention of insider trading.
45. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend declared or paid by the Company, the
provisions of Section 125 of the Companies Act, 2013 do not apply.
46. ACKNOWLEDGEMENT
Your Board acknowledges with appreciation, the invaluable support provided by the
Company's stakeholders, auditors, advisors and business partners, all its customers for
their patronage. Your Board records with sincere appreciation the valuable contribution
made by employees at all levels and looks forward to their continued commitment to achieve
further growth and take up more challenges that the Company has set for the future
|
By Order Of the Board |
|
For ATVO Enterprises Limited |
|
(Formerly Known as Vandana Knitwear Limited) |
|
Sd/- |
|
Naresh Kumar Gattani |
Place: Bhilwara |
DIN:00125231 |
Date: 30.08.2025 |
Chairman 81 Managing Director |
